Item 5. Other Information
ITEM 5.
OTHER INFORMATION
This disclosure is intended to satisfy any obligation
to provide disclosures pursuant to Item 5.03 of Form 8-K.
Effective August 1, 2024, our Board of Directors
approved an amendment and restatement of our Fourth Amended and Restated By-Laws (as amended and restated, the “Fifth Amended and
Restated By-Laws,” which are referred to in this Report as the “By-laws”). The By-laws were amended to repeal the proxy
access provision (Article II, Section 11(d)(4)(G)) that required the proposed director nominee to provide the Board with an irrevocable
letter of resignation, subject to acceptance by the Board in the event that, at some later date, the Board determined that the nominee
made untrue statements in connection with their proxy access submission.
The foregoing description of the amendment contained
in the By-laws is qualified in its entirety by reference to the By-laws, which are filed as Exhibit 3.7 to this Report.
10b5-1 Trading Arrangements
During the three months ended June 30, 2024, none
of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule
10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation
S-K).
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ITEM 6.
EXHIBITS
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31,
2011)
3.2
Certificate of Amendment to the Amended
and Restated Certificate of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report
on Form 8-K, filed with the SEC on November 7, 2022)
3.3
Certificate of Amendment to
the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference to Exhibit 3.1
of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022)
3.4
Certificate of Amendment to the Amended
and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit 3.2 of the Registrant’s
Current Report on Form 8-K, filed with the SEC on July 20, 2022)
3.5
Certificate of Designations of Series
A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current
Report on Form 8-K filed with the SEC on April 13, 2018)
3.6
Certificate of Designations of Series
B Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s
Registration Statement on Form 8-A filed with the SEC on March 20, 2023)
3.7 (1)
Fifth Amended and Restated By-Laws
4.1
Specimen Common Stock Certificate (incorporated
by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.2
Amended and Restated Stockholders Agreement
among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.2 of the Registrant’s
Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.3
Securities Purchase Agreement among the
Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration
Statement on Form 10, filed with the SEC on March 31, 2011)
4.4
Securities Purchase Agreement among the
Registrant and certain investors dated October 15, 2009 (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration
Statement on Form 10, filed with the SEC on March 31, 2011)
4.5
Third Amended and Restated Registration
Rights Agreement dated October 15, 2009 (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on
Form 10, filed with the SEC on March 31, 2011)
4.6
Indenture, dated as of June 14,
2021, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s
Current Report on Form 8-K, filed with the SEC on June 14, 2021)
4.7
Form of Global Note, representing
the Registrant’s 3.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current
Report on Form 8-K, filed with the SEC on June 14, 2021)
4.8
Indenture, dated as of February 14,
2023, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s
Current Report on Form 8-K, filed with the SEC on February 14, 2023)
4.9
Form of Global Note, representing
the Registrant’s 5.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current
Report on Form 8-K, filed with the SEC on February 14, 2023)
4.10
Stockholder Rights Agreement, dated
as of March 17, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)
4.11
Amendment No. 1, dated as of May
4, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the
SEC on May 5, 2023)
4.12
Amendment No. 2, dated as of May
10, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed with the
SEC on May 10, 2023)
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Exhibit
Number
Description
4.13
Amendment No. 3, dated as of
March 18, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form
8-K, filed with the SEC on March 18, 2024)
4.14
Amendment No. 4, dated as of
March 25, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form
8-K, filed with the SEC on March 29, 2024)
4.15
Amendment No. 5, dated as of
April 30, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form
8-K, filed with the SEC on April 30, 2024)
31.1 (1)
Rule 13a-14(a) / 15d-14(a) Certification
31.2 (1)
Rule 13a-14(a) / 15d-14(a) Certification
32.1 (2)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
101 (1)
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2024, formatted
in XBRL: (i) Consolidated Balance Sheets at June 30, 2024 (Unaudited) and December 31, 2023; (ii) Consolidated Statements of
Operations and Comprehensive Income for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited); (iii) Consolidated
Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited); (iv)
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023 (Unaudited); and (v) Notes to Consolidated
Financial Statements, as blocks of text and in detail.
101.SCH (1)
Inline XBRL Taxonomy Extension Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 (1)
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits
101.*)
__________________________________________________________
(1)
Filed herewith.
(2)
Furnished herewith.
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SIGNATURE
Pursuant
to
the
requirements
of
the
Exchange
Act,
the
registrant
has
duly
caused
this
report
to
be
signed
on
its
behalf
by
the
undersigned
hereunto
duly
authorized
on
this
2 nd
day
of
August
2024.
WISDOMTREE, INC.
By:
/s/ Jonathan Steinberg
Jonathan Steinberg
Chief Executive Officer
(Principal Executive Officer)
WISDOMTREE, INC.
By:
/s/ Bryan Edmiston
Bryan Edmiston
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.